The High Court has given effect to a majority decision to dissolve the Roadstone Group Sports Club, while reserving how any surplus from a sale of its assets should be distributed.
In a judgment delivered on 10 October 2012, Mr Justice Hogan held that the court could give effect to the members’ decision to dissolve the unincorporated association. He said the club’s rules contained no express amendment procedure, but an implied power allowed amendments by simple majority in general. That power could not be used to make certain changes that would prejudice members’ individual rights.
The dispute concerned the club’s future and what would happen to its assets if it closed. Established in 1957 for Roadstone employees, the club had premises at Kingswood, Clondalkin, including a clubhouse and sports facilities. At the end of 2010 it had 349 associate members, 53 full members, one honorary member and two life members.
The plaintiffs sought dissolution, arguing that the club had no long-term future. The judgment records that the club had been effectively closed to new members since about 2004 and had not advertised for new members since then. The defendants disputed the case for closure. The judge said the club remained viable and its future was not necessarily as doubtful as the plaintiffs believed.
At an extraordinary general meeting in July 2009, a motion was passed for the club to ask the court to dissolve it, declare Rule 37 invalid and make orders concerning the sale of assets and distribution of any surplus. Associate members were not allowed to vote under the rules. Although the validity of proxy voting was disputed, the judge concluded that the vote represented the majority’s view.
Rule 37, adopted in 1992, said that after debts were paid, any money left following the club’s disbandment and sale of its premises would go to charity. The judge held that amendment invalid. He said members had a vested right to share equally in the club’s property on dissolution, and that the rule change could not remove that personal right by majority vote.
The court made orders in the terms sought, but the judge made clear that the manner of distributing sale proceeds remained to be fully argued. He directed that further argument be heard on that question. The judgment did not settle the proposed allocation among full, associate and life members or the charity.